Weekly newsletter - year XXIV - No. 9 - 5 March 2018
N.B. measures adopted by Consob are published in the Bollettino and, where envisaged, also in the Gazzetta Ufficiale. This newsletter summarises the more important or general measures and their disclosure here is therefore merely to update readers on Commission activities.
- NEWS OF THE WEEK -
The National Commission for Companies and the Stock Exchange has:
- ordered, in accordance with art. 7-octies, letter b) of Italian Legislative Decree n.58/1998 (Consolidated Law on Finance - TUF), the companies Jsb Capital Group (Sv) Ltd (www.bnqcapital.com) and Sas Global Trading Ltd (www.emarketstrade.com) to cease the infringement of art. 18 of the TUF put in place through their respective websites, consisting of the provision of investment services and activities to the Italian public (resolutions n. 20309 and 20310 of February 21, 2018);
- suspended as a precautionary measure, for a period of 90 days, in accordance with art. 99, paragraph 1, letter b) of the TUF, the public offering concerning the investment programme offered, without the required authorisations, through the website www.advbusiness.org (resolution n. 20317 of February 28, 2018).
The supervisory authorities of the United Kingdom (Financial Conduct Authority - FCA), Luxembourg (Commission de Surveillance du Secteur Financier - CSSF), Ireland (Central Bank of Ireland), Switzerland (Swiss Financial Market Supervisory Authority - FINMA), Austria (Financial Market Authority - FMA), Spain (Comisión Nacional del Mercado de Valores - CNMV), Norway (Finanstilsynet), Hong Kong (Securities and Futures Commission - SFC), Australia (Australian Securities and Investments Commission - ASIC) and British Columbia (British Columbia Securities Commission - BCSC) report the companies and websites offering investment, financial and insurance services without the required authorisations.
Reported by the FCA:
- Tdc Property Development (www.tdcpropertydevelopments.com), With declared offices in Monte Carlo;
- Tsb Wealth Advisory (www.tsb-wealth.com), With declared offices in Zurich, clone of the authorised company Tsb Wealth Advisory Gmbh, With offices in Germany (reference n. 763030).
Reported by the CSSF:
- Uphold (www.uphold.com);
- Vbm Capital Partners (www.vbmcapitalpartners.com), With declared offices in Luxembourg;
- United Capital Group (www.ucgtrust.com), With declared offices in Luxembourg.
Reported by the Central Bank of Ireland:
- Global Ace Investment Limited, with declared offices in Hong Kong;
- Vortex Profits Limited, with declared offices in Ireland.
Reported by the FINMA:
- AlphaCrypto (www.alphacrypto.net), With declared offices in Berne;
- Tsb Wealth (www.tsbwealth.com), With declared offices in Zurich;
- Blackthorn Wealth Advisory (www.blackthornwealthadvisory.com), with declared offices in Zurich;
- AdMark Media Ag.
Reported by the FMA:
- Unique Global Investment Gesbr (https://ugi.direct);
- Leniex Corporation, with declared offices in New York.
Reported by the CNMV:
- Trades Prime / Black Parrot Ltd (www.tradesprime.com).
Reported by the Finanstilsynet:
- Nkf Gruppen As (www.nkfgruppen.no), with declared offices in Oslo.
Reported by the SFC:
- Forthright International Company Limited (www.fdzq.com);
- State Bridge Partners (www.statebridgepartners.com), with declared offices in Hong Kong, Shanghai, Taipei and Tokyo;
- Shinhan Daiwa Brokerage (www.sdbholdings.com), with declared offices in Tokyo and Seoul;
- Hollis Kookmin Financial (www.hkfglobal.com), with declared offices in Montreal and Seoul;
Reported by the ASIC:
- Michael Ulrich Hartmann;
- Cross Ocean Adviser (www.crossoceanadviser.com), with declared offices in the United Kingdom, clone of the authorised company Cross Ocean Adviser Llp (reference n. 26655116);
- Knight & McKenzie Partners (www.knightmackenzie.com), with declared offices in Tokyo;
- FmCapitals /Aka Genum Ltd (www.fmcapitals.com), with declared offices in Hong Kong and Sophia;
- Infinity Partners Limited/Aka Infinity Holdings Ltd (www.infinitypartnersinternational.com), with declared offices in Hong Kong.
Reported by the BCSC:
- Cryp Trade Capital Holdings Sl (https://cryp.trade), with declared offices in Alicante (Spain).
Formerly Deputy Director General of the DIS - Information Security Department at the Presidency of the Council of Ministers, he took office on 1 March 2018 during a meeting of the Commission. The Board, therefore, is made up of the vicar president Anna Genovese and the Commissioners Giuseppe Maria Berruti, Carmine Di Noia and Paolo Ciocca.
Adaptation of Italian domestic law to the European MiFID II regulations entails new and significant obligations for intermediaries, consistently with the new regulatory framework. Therefore specific interventions have become necessary in order to conform to the changes required.
Readers are reminded that the CONSOB resolution n.17297 of April 28, 2010, required intermediaries to send a report setting out the methods used to perform investment services and activities and ancillary services, as well as the distribution of financial products issued by investment firms or banks, by March 31 of each year ("Services report").
In reference to the new regulatory framework, the Commission has notified intermediaries (Communication n. 0056318 of March 1, 2018) of the obligation that requires the measures identified to ensure compliance with the provisions of the MiFID II regulations to be laid out on the occasion of sending the "Services report", with specific reference to the following aspects:
a) product governance process;
b) investment consultancy;
c) assessment of adequacy and appropriateness;
d) complex and ‘execution only' products;
e) disclosure to customers, with particular regard to costs and charges;
f) cross-selling practices;
g) best execution;
h) conflicts of interest;
j) knowledge and competence requirements of intermediaries' staff, including tied agents, when providing consultancy to customers on investments or when providing customers with information on financial instruments, investment services or ancillary services.
Furthermore, the Commission has extended the deadline for sending of the Report for the year underway to April 30, 2018, so that intermediaries may take account of the most recent regulatory developments.
These requirements also concern subjects authorised to carry out collective asset management. As these managers may both provide investment services and carry out the marketing of their own or third parties' undertakings for collective investment (UCIs), the changes introduced during transposition of the MiFID II as a whole – also applicable to said managers – require changes to be made to their policies and procedures, aimed at adapting them to the regulatory changes.
Finally, the deadline for sending the "Report on the organisational structure" has also been extended, for the current year, to April 30, 2018, similarly to what is envisaged above in the case of intermediaries other than managers.
The Commission has extended the appointment of Ms. Marina Cichetti, Manager of the Internal Control Office, as Manager for Corruption Prevention and Transparency until April 30, 2018, in accordance with Italian Law n.190/2012. This appointment was previously allocated temporarily from January 1, to February 28, 2018 (resolution n. 20321 of February 28, 2018).
The Manager for Corruption Prevention and Transparency is responsible for completely autonomously and effectively performing all the activities required by law and, in particular: a) drafting the proposal of the Three-year corruption prevention plan, for submission to the Commission for approval; b) the exercise, in full autonomy, of the powers envisaged by law for carrying out corruption prevention duties, including those concerning the enforcement of obligations regarding transparency under Italian Legislative Decree no. 33/2013.
taken or made public during the week
(the documents with a link or underlined in the printed edition are immediately available in the respective sections of the website www.consob.it; the other measures will be available in the next few days)
Communications and notices
- MiFID II: intermediaries' disclosure requirements (Communication n. 0056318 of March 1, 2018).
The base prospectuses relating to the bid and/or listing programme for bonds issued by Mediobanca – Banca di Credito Finanziario Spa have been approved (decision of February 28, 2018).
- The base prospectus relating to the bid programme for bonds issued by Banca di Credito Cooperativo dell'Oglio e del Serio - Sc has been approved (decision of February 28, 2018).
- Precautionary suspension, for sixty days, of Salvatore Serpe from carrying out the activity of financial advisor authorised to carry out door-to-door selling (resolution n. 20299 of February 14, 2018).
CONSOB INFORMS (Rome Tribunal Registration no. 250 of 30/10/2013) Chief Editor: Manlio Pisu - Editorial board: Antonella Nibaldi (coordinator), Claudia Amadio, Riccardo Carriero, Luca Cecchini, Laura Ferri, Alfredo Gloria - Address: CONSOB Via G. B. Martini, 3 - 00198 Rome - telephone: (06) 84771 - fax: (06) 8417707. Documents or reports can be submitted via the interactive section of the web site www.consob.it, where CONSOB INFORMA can also be consulted via the "newsletter" link.